Daa Finance Plc (Incorporated with Limited Liability Under the Laws of Ireland) €500,000,000 1.601 Per Cent. Notes Due 2032 Gu
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daa finance plc (incorporated with limited liability under the laws of Ireland) €500,000,000 1.601 per cent. notes due 2032 guaranteed by daa plc (incorporated with limited liability under the laws of Ireland) The €500,000,000 1.601 per cent. notes due 2032 (the “Notes”) will be issued by daa finance plc (the “Issuer”) and guaranteed by daa plc (the “Guarantor” or “daa”). Interest on the Notes will be payable annually in arrear on 5 November of each year. Payments on the Notes will be made without withholding or deduction for or on account of taxes of Ireland to the extent described under “Terms and Conditions of the Notes – Taxation”. Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on 5 November 2032 (the “Maturity Date”). The Notes are subject to redemption in whole, but not in part, at their principal amount plus accrued interest at the option of the Issuer at any time in the event of certain changes affecting taxation in Ireland. The Issuer may redeem the Notes in whole, but not in part, at any time after 5 August 2032 at their principal amount plus accrued interest on giving not less than 30 nor more than 60 days’ notice to the Noteholders. See the section herein entitled “Terms and Conditions of the Notes – Redemption and purchase”. daa will unconditionally and irrevocably guarantee the due and punctual payment of all sums from time to time payable by the Issuer in respect of the Notes (the “Guarantee”). This document comprises a prospectus for the purpose of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended) (the “Prospectus Regulation”). This Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under the Prospectus Regulation. The Central Bank only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or the quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. Application has been made to The Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) for the Notes to be admitted to the official list (the “Official List”) and trading on the regulated market of Euronext Dublin. Euronext Dublin is a regulated market for the purposes of Directive 2014/65/EU, as amended (“MIFID II”). The Notes and the Guarantee have not been, and will not be, registered under the Securities Act 1933, as amended (the “Securities Act”) of the United States of America (the “United States”). The Notes are subject to United States tax law requirements. The Notes are being offered outside the United States by the Managers (as defined in the section herein entitled “Subscription and Sale”) in accordance with Regulation S under the Securities Act (“Regulation S”) and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes, when issued, will be assigned an A- rating by S&P Global Ratings Europe Limited (“S&P”). S&P is established in the European Union and registered under the Regulation (EC) No. 1060/2009, as amended (the “CRA Regulation”). As such, S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority (“ESMA”) on its website in accordance with the CRA Regulation. In general, European (including United Kingdom based) regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union or the United Kingdom and registered under the CRA Regulation. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Particular attention is drawn to the section herein entitled “Risk factors”. Joint Lead Managers Barclays BNP PARIBAS Danske Bank HSBC NatWest Markets Co-Manager Bank of Ireland The date of this Prospectus is 3 November 2020 The Notes will be in bearer form in denominations of €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000 in each case with interest coupons attached. The Notes will initially be represented by a temporary global note in bearer form (the “Temporary Global Note”), without interest coupons attached, which will be issued in new global note form and then delivered on or about the Closing Date to a common safekeeper for Clearstream Banking, S.A. (“Clearstream, Luxembourg”) and Euroclear Bank SA/NV (“Euroclear”). The Temporary Global Note will be exchangeable not earlier than 40 days after the Closing Date (and upon certification of non-U.S. beneficial ownership) for interests in a permanent global note representing the Notes (the “Permanent Global Note” and together with the Temporary Global Note, the “Global Notes” and the expression “Global Note” means any of them) in bearer form, without interest coupons attached, which will also be deposited with Clearstream, Luxembourg as common safekeeper for Clearstream, Luxembourg and Euroclear (the “Common Safekeeper”). Save in certain limited circumstances, Notes in definitive form will not be issued in exchange for the Global Notes. Ownership interests in the Temporary Global Note and the Permanent Global Note will be shown on, and transfers thereof will only be effected through, records maintained by Clearstream, Luxembourg and Euroclear and their respective participants. The Notes are intended to be held in a manner that will allow Eurosystem eligibility. This means that the Notes are intended upon issue to be deposited with one of the international central securities depositaries as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria. The Issuer accepts responsibility for the information contained in this Prospectus and to the best of the Issuer’s knowledge, such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Guarantor accepts responsibility for the information contained in this Prospectus relating to itself and the Guarantee, including without limitation, the information contained in the section herein entitled “Description of the Guarantor and the Guarantee” and to the best of the Guarantor’s knowledge, such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Guarantor does not accept any responsibility for any other information contained in this Prospectus or for the Prospectus as a whole. None of BNP Paribas Trust Corporation UK Limited (the “Trustee”), the Issuer or the Guarantor has authorised the making or provision of any representation or information regarding the Issuer, the Guarantor, the Notes or the Guarantee other than, in the case of the Issuer and the Guarantor, as contained in this Prospectus or as approved for such purpose by the Issuer or, as the case may be, the Guarantor. Any such representation or information should not be relied upon as having been authorised by the Issuer, the Guarantor or the Trustee. To the fullest extent permitted by law, the Managers accept no responsibility whatsoever for the contents of this Prospectus or for any other statement, made or purported to be made by any Manager or on its behalf in connection with the Issuer, the Guarantor or the issue and offering of the Notes or the Guarantee. Each Manager accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement. No representation or warranty, expressed or implied, is made or given by or on behalf of the Managers, the Trustee, the Paying Agent, nor any person who controls any of them, nor any director, officer, employee or agent of any of them, nor any affiliate of any such person, as to the accuracy, completeness or fairness of the information or opinions contained in the attached document and such persons do not accept responsibility or liability for any such information or opinions. 3 The Prospectus has been filed with and approved by the Central Bank under the Prospectus Regulation. The Issuer is not regulated by the Central Bank as a result of issuing the Notes. Any investment in the Notes does not have the status of a bank deposit and is not within the scope of the deposit protection scheme operated by the Central Bank. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer or the Guarantor since the date of this Prospectus. This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Notes. Other than the application to the Central Bank for this Prospectus to be approved, and application having been made to Euronext Dublin for the Notes to be admitted to the Official List of Euronext Dublin and trading on its regulated market, no action has been or will be taken to permit a public offering of the Notes or the distribution of this Prospectus in any jurisdiction where action for that purpose is required.